Shikun & Binui — Board/Management Information 2026

Feb 16, 2026

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Date: 19.1.2026 To

Shikun & Binui Ltd.

Dear Sir/Madam,

Subject: Declaration regarding eligibility to serve as an external director

I, the undersigned, Tomer Yaakov, holder of ID No. 029376480, a resident of Israel, hereby declare and undertake as follows:

• 1. This declaration is given in accordance with Sections 224B and 241 of the Companies Law, 5759- 1999 (the "Companies Law") and in accordance with the terms and definitions set forth in the Companies Law.
• 1. I confirm my consent to serve as an external director in Shikun & Binui Ltd. (the "Company"), which is a public company incorporated in Israel, and its securities are traded on the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange").
• 1. I hereby confirm that I meet the eligibility conditions set forth in the Companies Law regarding my tenure as an external director in the Company, including Sections 225-227 and 240 of the Companies Law, and that I have not served as a director in the Company for more than nine consecutive years.
• 1. In the five years preceding the date of this declaration, I have not been convicted:
• 4.1 In a judgment of any of the offenses under Sections 290 to 297, 392, 415, 418, 420, and 422 to 428 of the Penal Law, 5737-1977, and under Sections 52C, 52D, 53(a) and 54 of the Securities Law, 5728-1968.
• 4.2 In a judgment by a court outside of Israel for offenses of bribery, fraud, corporate management offenses, or offenses of insider trading.
• 4.3 For another offense where the court determined that, due to its nature, severity, or circumstances, I am unfit to serve as a director in a public company or a private company that is a BONDS company, for the period determined by the court in its said decision.
• 1. No enforcement measure has been imposed on me by the Administrative Enforcement Committee prohibiting me from serving as a director in the Company.
• 1. I am not a minor, I have not been declared legally incompetent by a court under the Legal Capacity and Guardianship Law, 5722-1962, no order for the commencement of proceedings has been issued against me, and to the best of my knowledge, there is no restriction on my appointment as an external director in the Company.
• 1. I am not a relative of the controlling shareholder and I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, or a corporation in which I am a controlling shareholder, do not have, at the time of my appointment as an external director in the Company or in the two years preceding the date of such appointment, an affinity to the Company, to the

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

controlling shareholder of the Company, or to a relative of the controlling shareholder, at the time of appointment, or to another corporation¹. Furthermore, I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, or a corporation in which I am a controlling shareholder, do not have business or professional ties with anyone to whom affinity is prohibited as stated above, even if such ties are not habitual, except for negligible ties.

¹ "Relative" – spouse, brother or sister, parent, grandparent, descendant, as well as the descendant, brother, sister, or parent of the spouse or the spouse of any of these;

^"Date of Appointment" – the date on which the general meeting approved or is expected to approve the appointment as director;

^"Affinity" – existence of employment relations, existence of business or professional ties habitually or control, as well as serving as an officer, except for tenure as a director appointed to serve as an external director in a company that is about to offer shares to the public for the first time.

^"Another corporation" – a corporation whose controlling shareholder, at the time of appointment or in the two years preceding the date of appointment, is the Company or its controlling shareholder.

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• .8 I have not received and I am aware that I am not entitled to receive, compensation in violation of the provisions of Section 244(b) of the Companies Law . 2
• .9 I declare that I am fit to serve as a member of the Audit and Compensation Committee of the company. Without derogating from the generality of the above, I declare that I am not a controlling shareholder in the company and I am not a relative of a controlling shareholder in the company, I am not employed by the company or by a controlling shareholder thereof or by a corporation controlled by such a controlling shareholder, I do not provide services, on a regular basis, to the company, to a controlling shareholder thereof, to his relative or to a corporation controlled by such a controlling shareholder, and the main part of my livelihood is not dependent on a controlling shareholder in the company.
• .10 I am aware of all the legal provisions applicable to the appointment and tenure of an external director, including the duration of tenure, its termination, participation in company committees, etc.
• .11 My other positions or occupations do not create or are not likely to create ^a conflict of interest with my role as a director in the company, and they do not impair my ability to serve as a director in the company and/or as a member of the board committees.
• .12 I do not serve as a director in another company in which one of the members of the board of directors of the company serves as an external director.
• .13 I am not an employee of the Securities Authority or of a stock exchange in Israel.
• .14 The amount of compensation to be paid to me as a director in the company, subject to my appointment as aforesaid, has been brought to my attention.
• .15 I possess the necessary skills and the ability to devote the appropriate time for the purpose of performing the role of a director in the company, taking into account, among other things, the special needs of the company and its size, and this, among other things, based on my education, experience, and employment, as detailed below:
• 15.1 Education:

Bachelor's degree (BA) in Economics and Management and a Bachelor's degree (BSC) in Computer Science from the Academic College of Tel Aviv-Yaffo.

15.2 Business experience in the last ⁵ years:

Managing Director at the investment bank UBS Investments, Managing Partner at the venture capital funds Hanaco Ventures and Aurelius Capital.

15.3 I serve as a director in the following corporations:

Remilk, BrainQ, Karamba and Speedata.

.16 I have the ability to read and understand financial reports.

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew
version. For more information, please review the legal disclaimer

In light of my education, experience, past and present employment, and my qualifications, and on the basis of the details above : ☒ I possess accounting and financial expertise. I possess professional qualification. 3

² Compensation in violation of the provisions of Section 244(b) of the Companies Law means any compensation directly or indirectly, due to his/her tenure as a director in the company, except for the compensation to which a director is entitled and reimbursement of expenses; in this regard, the granting of an exemption, an undertaking to indemnify, or insurance according to the provisions of Section C of Chapter Three of the Companies Law shall not be considered as compensation.

³ 'Accounting and financial expertise' and 'professional qualification', as defined in Sections 1 and 2 (respectively) of the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification), 5766-2005 ('Expertise Regulations').

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• .18 I am aware that the Company will rely on what is stated in this declaration of mine and that this declaration of mine will be located at the Company's registered office and will be open for inspection by any person, and will also be reported by the Company, as required and in accordance with the provisions of any law.
• .19 I undertake to comply with all legal requirements applicable to an external director and to perform my duties for the benefit of the Company. If and to the extent that any change occurs in any of my declarations provided above, I undertake to notify the Company immediately. This includes, if any condition required under the Companies Law for my tenure as an external director ceases to exist or if a ground for the termination of my tenure as an external director occurs, I undertake to notify the Company immediately in accordance with the provisions of Sections 227a and 245a of the Companies Law, and my tenure shall expire on the date of providing such notice.
• .20 After reading and understanding all of the above, ^I hereby declare that all of the above is true and that all the data and details included in this declaration are accurate and complete. I further declare that I am not aware of any detail not appearing in this declaration, which could affect my tenure as an external director in the Company and/or the determination of the Audit Committee and/or the Board of Directors of the Company regarding my compliance with the conditions and competence tests to serve as an external director in the Company and to be classified as an external director as stated in this declaration.

2/16/2026 | 11:17:50 AM